Fort Walton Beach Resolution — 82-22-Ind Revenue Bonds-Gator Distributors — reading text

request of the Company. The Issuer shall not be liable or responsible for any loss resulting from an investment made in accordance with this Agreement. SECTION 5. 05. ENFORCEMENT OF FINANCING AGREEMENT. The Issuer will diligently enforce and cooperate with the Trustee to achieve the enforcement of all the covenants and agreements on the part of the Company that are contained in this Agreement and will take all steps, actions and proceedings for the enforcement of this Agreement and the collection of the Revenues payable here- under, to the full extent permitted or authorized by law; pro- v ided, however, the shall Issuer not be required to incur any obI igation or expense unless the Issuer shall have the proceeds derived by it from the performance of this Agreement, which shall be legally available to the Issuer for such purposes, which shall be sufficient to reimburse the Issuer for any such expenses, or the Issuer shall be otherwise indemnified to its satisfaction against any and all costs and expenses, outlays and counsel fees and other reasonable disbursements, and against all liability. SECTION 5. 06. MAINTENANCE OF TAX- EXEMPT STATUS. The Issuer hereby with covenants the Holders of the Bonds that it will not take or cause to be taken or acquiesce in the taking of any action or proceeding which will result in the interest to be payable on any of the Bonds becoming taxable for federal income tax purposes. 21  Q C) repairs, renewals or replacements so made by it; providedr that if the Company shall first notify the Trustee of its intention so to do, the Company may in good faith contest any mechanicsl or other liens filed or established against the Project and in such event may permit the items so contested to remain undischarged and un- satisfied during the period of such contest and during the appli- cable appeal period or the conduct of an appeal therefrom unless the Trustee shall notify the Company that, in the opinion of its counsel, by non- payment of any such items the Project or any part thereof will be subject to immediate loss or forfeiture, in which event the Company shall promptly pay and cause to be satisfied and discharged all such unpaid items. The Trustee by the In.denture agrees to cooperate fully with the Company in any such contest, provided that the Company shall undertake to pay all costs and expenses incurred by the Trustee and to indemnify the Trustee and save it harmless against any risks, claims or liabilities arising out of such contest. SECTION 6. 02. SUBSTITUTION OF EQUIPMENT. Neither the Trustee nor the Issuer shall be.. under any obligation to renew, repair or replace any inadequate, obsolete, worn- out, unsuitable, undesirable or unnecessary equipment acquired from Bond proceeds. In any instance where the -'Company in its discretion determines that any items of equipment included as part of the Project have become inadequate, obsolete, worn- out, unsuitable, undesirable or unnecessary, the Company may remove and dispose of such items of equipment from the Project and sell, trade in, exchange or other- wise dispose of them ( as a whole or in part) without any responsi- bi 1 i ty or accountabil i ty to the Issuer or the Trustee therefor; provided, however, if such items have a depreciated value calculated in accordance with generally accepted accounting practice) of more than $ 5, 000 each or $ 10, 000 in the aggregate, then the Company shall: A) Substi tute and install anywhere in the Project other machinery equipment having equal or greater utility and value or but not necessarily having the same function) in the operation of the Project as a modern industrial plant ( provided such removal and substitution shall not impair operating unity), all of which substituted machinery or equipment shall be free of all liens and encumbrances, shall become a part of the Project and shall be evidenced by appropriate recording of financing statements naming the Trustee as secured party; or B) the Bond Pay into Fund, within . thirty ( 30) days after the end of calendar quarter in which such equipment is removed any from the Project, ( 1) in the case of the sale of any such equip- ment to anyone other than itself, or in the case of the scrapping thereof, the proceeds from such sale or the proceeds, if any, from such scrapping, as the case may be, ( 2) in the case of the trade- in of such equipment for other equipment not installed in the Project, the amount of the credit received by it in such trade- in, and ( 3) in the case of any disposition other than as Nrovided in 23  o o clauses ( B)( 1) or ( B)( 2) an amount equal to the original cost thereof less depreciation at rates calculated in accordance with generally accepted accounting practices followed by the Company; or C) In the event that the Company has acquired and in- stalled, prior to such removal and disposal of items of equipment from the Project other than under preceding subsection ( A) of this Section, an additional item or items of machinery or equipment or made additions, modifications or improvements to the Project with its own funds, free of all liens and encumbrances, which have become part of the Project, ei ther by virtue of the first .para- graph of Section 6. 01 or by virtue of not being tagged or suitably identified pursuant to the third paragraph of Section 6. 01, the Company may take credit to the extent of the amount so spent by it against the requirement that it ei ther substi tute and install other machinery and equipment having equal or greater utility or that it make payment into the Bond Fund. If such equipment and machinery is already owned by the Company, the val ue of such equipment for purposes of determining the credit shall be the Companyls depreciated book value. - The removal from the pro"ject of any portion of the equipment made part a of the Project and the substitution, payment or credit therefor pursuant provisions of this Section shall not to the entitle the Company to any delay, abatement or diminution of the Financing Payments payable under Section 4. 03 hereof. The Company will promptly report to the Trustee within thirty ( 30) days of each calendar quarter each such removal, subst i tut ion, sale and other disposition of any item of equipment having a depreciated value ( calculated in accordance with generally accepted accounting practice followed by the Company) of more than $ 5, 000, or when the aggregate of such removed, any substi tuted, sold or disposed of items of equipment aggregate $ 10, 000, and in addition will comply with the requirements of the preceding paragraphs ( A), ( B) or ( C) as the case may be. SECTION 6. 03. INSURANCE AFTER COMPLETION OF CONSTRUCTION. Simultaneously with delivery of the Bonds, the Company will cause to be furnished to the Trustee the insurance policies or certifi- cates of insurance necessary to comply with the requirements of Section 3. 02 hereof. After the construction of improvements, the Company shall, take out continuously maintain in effect while any of the and Bonds shall be Outstanding and unpaid, the following insurance, written on the standard forms of policy with respect thereof and having deductible amounts not exceeding those customary in similar circumstances, paying as the same become due all premiums with respect thereto; 24  c.) c~ A) to the extent of the value of the Project on a Insurance replacement basis ( other than the foundations), including the equipment, if any, less the accumulated depreciation thereon, against loss thereto from or damage by vandalism, fire or other causes in accordance with uniform standard extended coverage endorsement limited only as may be provided in the standard form of extended coverage endorsement at the time in use in Florida; prov ided, however, such insurance shall never be less than the balance ning on the purchase price., and the deductible for rem.;; such coverage shall never exceed $ 50, 000; B) time of war in which the United States of America is In a belligerent, such insurance to the extent of the full r~place- ment value. of the Project ( other than the foundations) and the equipment as may be available from the United States of America against loss thereof or damage thereto from the risks and hazards of war, if such insurance is then generally carried by owners of comparable warehousing and distribution facilities in Florida; C) Use and occupancy insurance as may be reasonably avail- able in an sufficient to enable the Company to make the amount Financing Payments as herein provided during any time the Project shall be non- revenue produc~ ng as a result of loss of use caused by the perils covered by fire and extended coverage insurance; D) Such workers I compensation or employerls liability insurance as may be required by law; E) General publ ic 1 iabil i ty insurance against claims for bod ily inj ury or death ing upon, occurr in or about the proj ect , affording protection to the limit of not less than $ 1, 000, 000 in respect of bodily injury or death to anyone person and not less than $ 3, 000, 000 in respect of anyone accident; . F) Property damage insurance against claims for damage to property